本协议由 公司（简称为借款人或借款方）， 国公司，与信贷银行（简称为银行）， 国家银行机构，于 日订立。 This ACREEMENT entered into as Of_____，_____， between ABC company，a〔Name Of Country〕 company （the Borrower） and BANK， N．A.， a nat本协议由 公司（简称为“借款人”或“借款方”）， 国公司，与信贷银行（简称为“银行”）， 国家银行机构，于 日订立。
This ACREEMENT entered into as Of_____，_____， between ABC company，a〔Name Of Country〕 company （the "Borrower"） and BANK， N．A.， a nationsl banking aSSoCia“On Of the Un“ed StateS Of （the“Bank”） ．
鉴于借款人已向银行要求基于本协议规定的条件和款项，向借款人提供一笔本金为 美元（US $）的定期贷款；
WHEREAS，the Borrower has requested the Banktoextend to 1the Borrower a term 10an in the principal amount Of United States Dollars （U．S． $） upon the terms and subject to theConditiohS Of this Agreement； and
WHEREAS， the Bank is prepared to make SUCh a loan aVailable to the Borrower upon the terms and subject to the conditions Of this Agreement；
NOW，THEREFORE，incOnSidera“onofthe mutual promises Contained therein， the par“es agree as f0110ws：
第一条定 义Article 1 DefinitonS
Section 1．1FOr the Purposes Of this Agreement， the following expressions have the meanings set fonh below：
“营业日”指位于 和 的银行开始正常银行业务的任何一天，以及 同业银行拆借市场进行美元拆借交易的任何一天。
"Business Day": any day on which banks are open to conduct their regular banking business in ， england， and Los Angeles， ， and on which dealings in DOllar deposits between banks are carried out in the interbank market;
"Commitment": the obligation of the Bank to make the loan to the Borrower on the date hereof;
“ 信贷”；指位于 的信贷银行的国际分部。
"Credit ": Credit Bank， International Division， ;
"Dollars" and the sign" $ ": lawful money of the United States of America and ， in relation to all payments hereunder， immediately available funds;
"Event of Default": any of the events specified in Article Vlll of this Agreement;
“担保人”：指 银行。"Guarantor": Bank Limited;
"Indebtedness": of any Person， or the Borrower， means all items of indebtedness which， in accordance with generally accepted accounting principles in 〔Name of Country〕 Would be included in determining liabilities as shown on the liability side of a balance sheet of such Person or the Borrower as of the date indebtedness is to be determined，and shall also include all indebtedness and liabilities of others assumed or guaranteed or in respect of which the Borrower is secondarily or contingently liable （other than by endorsement of instruments in the course of collection），whether by reason of any agreement to acquire such indebtedness or to supply or advance sums or otherwise;
"Installment Payment Dates": subject to Section 4.1， the dates which are eighteen months， twenty--four months， thirty months，thirty--six months， forty--two months， forty--eight months， fifty--four months and sixty months from the date hereof;
"Interest Payment Date": the last day of each Interest Period;
"Interest Period": the period commencing on the date hereof and ending on the day which is______ months after such date， andeach period thereafter beginning on the last day of the immediately preceding Interest Period and ending on the day which is three months or six months after such date， as the Borrower may elect;provided， however， that （ I ） any Interest Period which would otherwise end on a day which is a Business Day shall be extended to the next succeeding day which is a Business Day ， and （ I ） any Interest Period commencing before and which would otherwise end after an Installment Payment Date shall end on such Installment Payment Date;
"Interest Rate": the rate of interest to be determined as provided in sections 2.4， 2.6and 2.7， as the case may be:
"Lending Office": the International Banking Facility of the Bank， or such other branch， office， affiliate or subsidiary of the Bank as it may at its discretion from time to time designate， from which the Loan will thereafter be made and for the account of which the Loan will be outstanding and all payments hereunder will be made；
"Loan": the loan made by the Bank to the Borrower pursuant to Section 2.1 hereof;
"Note": the promissory note of the Borrower to the order of the Bank in substantially the form of Exhibit A hereto， evidencing the indebtedness of the Borrower to the Bank resulting from the Bank's Loan to the Borrower;
"Person": any natural person， corporation， firm， association，overnment ， governmental agency or any other entity other than be Borrower and whether acting in an individual， fiduciary or other pacity.
第二条贷 款Article 2 The Loan
2．1 承诺 Section 2.1 The Commitment.
根据本协议规定的条件和款项并基本借款人作出的陈述与保证，银行同意通过其贷款机构借出，且借款人也同意借人本金为 万美元（ $）的贷款。
Upon the terms and subject to the conditions herein set forth， and relying upon the representations and warranties of the Borrower， the Bank agrees， acting through its Lending office; on the date hereof to lend to the borrower， and the Borrower agrees to borrow， the principal amount of Dollars （ $）.
2．2 释放 Section 2.2 Disbursement.
On the date hereof， upon fulfillment of the conditions set forth in Article VI， the Bank shall make the amount of the Loan available to the Borrower by remitting the amount of the Loan to an account in New York designated by the Borrower， If the Borrower fails to satisfy the conditions precedent set forth in Article VI 1， the Bank shall be obligated to make the Loan.
Section 2.3 Repayment; Payment of Interest; Designation of Interest Period.
The Borrower agrees to repay the principal amount of the Loan on the installment Payment Dates in eight equal installments and to pay interest on each interest Payment Date on the outstanding principal balance of the Loan at the Interest Rate. The Borrower shall give notice to the Bank not less that five Business Days prior to the commencement of each interest Period （other than the first Interest Period） whether it has elected an Interest Period of three months or six months. If no such notice is received by the Bank， the relevant interest Period shall be the same length as the previous Interest Period; provided， however， that an interest Period commencing before and which would otherwise and after an installment Payment Data shall end not such installment Payment Date.
2．4 利率的确定 Section 2.4 Determination of interest Rate.
依照协议规定每一计息期的利息应为百分之 （ ％），此利率加该计息期偿付前两日， 时间11：OOAM， 同业银行拆借市场的利率。
The interest Rate for each interest Period with respect to the Loan shall be percent（ %） above the rate at which Dollar deposits in an amount equal to the principal amount of the Loan to be made or maintained are offered by the Bank for such Interest Period to prime banks in the London interbank market as of 11: 00A. M. （ time ） two Business Days prior to the commencement of such Interest Period.
2．5 票据 Section 2.5 The Note.
The Borrower's obligation to reply the principal amount of the Loan made by the Bank hereunder shall be evidenced by a note of the Borrower in the form of Exhibit A to this Agreement with appropriate in sections pursuant to this Section 2.5. The Note shall （ I ） be dated the date hereof， （ II ） be payable to the order of the Bank in the principal amount of the Loan， （ III ） mature in eight equal installments， payable on the Installment Payment Dates and （IV） bear interest at the interest Rate on the outstanding principal balance thereof from time to time， computed for each Interest Period and payable on the Interest Payment Dates.
2．6 替代基础Section 2.6 Substitute Basis.
在利率是依2．4款规定确定时，（1）银行应确定利率已定而本金尚未偿付的那一期利息期的美元无法在伦敦同业银行市场上拆借到或（Ⅱ），在某一确定利息期，其原先规定的利息，即从伦敦同业银行拆借的利息无法正确反映银行的费用时，银行应在该计算期生效第一天之前至少一个营业日，以电传、电报或电话方式、将银行作出的决定通知借款人。在此通知后的 天，银行和借款人应通过友好会谈确定一个双方都能接受的基础（简称为“替代基础”）。如果在此通知后的 天内银行划款人商定了替代利率，该利率应具有追溯力且自该利息期的第一天起生效。如果在此通知后的 天内，银行和借款人未能就替代利率达成一致，银行应以书面形式向借款人出具一份银行为获得该利利期内贷款所应负担利息的文件，应当明确的是银行的利息率应与 ％的相同，上述利息若确实影响了银行筹集该利息期贷款的费用，则新利率自该利息期的第一天起就有效。银行应向借款人提供其获得贷款的途径及为获得此贷款而支付费用的证明。在收到银行有关利息率或为获得贷款而支付的利息的通知后，借款人有权依据4．7的规定，将贷款和本票中尚未支付的本金的全部（不是部分），加上自此预付日起计算的利息，一次性地先行偿付银行。
2．7 In the event that on any date on which an Interest Rate is to be determined pursuant to Section 2.4， （ I ） the Bank shall determine that Dollar deposits in the principal amount of the Note to be outstanding for the interest Period for which such interest Rate is to be determined are not available to the Bank in the London interbank market， or （ II ） the Bank shall determine that the offered rate quotations at which Dollar deposits are offered in the London interbank market do not accurately reflect the cost fo the Bank of making maintaining the Loan for such interest period， the Bank shall forthwith give notice of such determination to the Borrower， by telex， telegram or cable at least one Business Day prior to the first day of any interest Period so affected. During the thirty （ ） days next succeeding the date of any such notice， the Bank and the Borrower shall enter into negotiations in good faith in order to arrive at a mutually acceptable alternative basis （such alternative basis being hereinafter referred to as the "Substitute Basis"） for funding the Loan. If within the thirty （ ） days following the date of any such notice the Bank and the Borrower shall agree upon a Substitute Basis， such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period. If after thirty （ ） days from the date of such notice the Bank and the Borrower have failed to agree upon a Substitute Basis， then the Bank shall certify in writing to the Borrower the interest rate or rates at which the Bank is prepared to make or maintain the Loan for such interest Period， it being understood that the Bank's interest rate shall be a rate per annum equal to one and one--half percent （ %）， above a rate which adequately and fairly reflects the cost to the Bank of obtaining the funds necessary to maintain the Loan for the then current Interest Period， such interest rate or rates to be retroactive to and effective from the first day of such interest Period. The Bank shall furnish to the Borrower appropriate evidence establishing the manner in which the Bank obtained such funds and the cost to the Bank of obtaining such funds. Upon receipt of notice of the interest rate or rates at which the Bank will make or maintain the Loan， the Borrower shall have the right to prepay in full （but not in part），pursuant to the provisions of Section 4. 7， the then outstanding principal amount of the Loan and the Note， together with interest accrued therein to the date of such prepayment.
过期未付本金的利息率 Section 2.7 Interest Rate on Overdue Principal.
在借款人未能偿还根据贷款合同和本票的规定应偿还的款项时，借款人应根据要求向本票持有人支付利息，利息从应付款日起计算，到实际付款日止。每一年的利率以下列中较高的为准：（1）在借款人未能按期偿付本息的利息期的上一利息率的基础上再加上 个百分点（ ％），或（Ⅱ）在借款人未能偿付之日的 同业银行拆借市场上的上午 ，主要银行所出具的贷款利率报价的基础上再加 个百分点（ ％）。银行应以正确的书面方式或电传通知借款人确定的利息。在不损害本条规定的银行的权利以及准据法允许的前提下，借款人同意补偿银行因为借款人不及时偿还贷款或本材料规定的本金或利息，或其他费用，如银行为遵守出贷承诺或为获得贷款款项而产生的损失。为此，银行应出具一份标明损失和费用的证书。
In the event of failure by the Borrower to pay when due （whether upon stated maturity . by acceleration or otherwise）any payments due under the Loan or the Note， the Borrower shall pay interest， to be paid upon demand， to the holder of the Note on the unpaid amounts from the date such payments were due to the date of actual payment， （before as well as after judgment） for each day at a rate peranrum equal to the higher of （ I ） percent （ %） above the Interest Rate applicable to the Loan for the Interest Period immediately preceding the failure by the Borrower to pay or （ I ） percent （ %）above the rate at which Dollar deposits were offered by the Bank in the amount outstanding for a one month period to prime banks in the London interhank market as of . （ time ）on the date of such failure by the Borrower to pay and on the first Business Day of each succeeding one month period thereafter. The Bank shall give prompt written or telex notice to the Borrower of the Interest Rate in effect from time to time in accordance with the foregoing sentence. Without prejudice to the rights of the Bank under this Section and to the extent permitted by applicable law， the Borrower agrees to compensate the Bank for any loss or expense which the Bank may sustain or incur as a consequence of the Failure by the Borrower to pay when due any portion of the principal of or interest accrued on the Loan or the Note， or any other amount payable hereunder， including but not limited to any amounts payable by the Bank in order to honor its Commitment or make or maintain the Loan. A certificate of the Bank setting forth the basis for the determination of the amounts necessary to compensate the Bank as aforesaid in respect of such loss or expense shall be conclusive as to such determination and such amounts.
2．8 计算、终局决定 Section 2.8 Computation; Determination Conclusive.
All payments of interest shall be computed on the basis of a year of 360 days for the actual number of days involved. Each determination of any Interest Rate by the Bank shall be conclusive and binding on the parties hereto （ save for manifest arithmetic error）.
2．9 收入的利用Section 2.9 Use of proceeds.
（a）The proceeds of the Loan will be used to finance a 〔specify purpose〕.
（b）The Bank hereby notifies the Borrower， and the Borrower hereby acknowledges that it understands， that it is the policy of the Board of Governors of the Federal Reserve System of the United States of America that extensions of credit by international banking facilities may be used only to finance the non- United States operations of a customer located outside the United States of America. The Borrower acknowledges that the proceeds of the Loan will be used solely to finance its operations outside the United States of America.
第三条信用证Article 3Letter of Credit
3．1 信用证Section 3.1 Letter of Credit.
The performance by the Borrower of its obligations hereunder and under the Note shall be supported and guaranteed by a standby letter of credit issued to the Bank by the Guarantor in the form of Exhibit B hereto （the "Guaranty"）. Such Guaranty shall be in the Amount of and shall not expire prior to the date which is one month after the final installment Payment Date.
第四条付 款 Article 4Payments
4．1 付款Section 4.1 Payment.
All payments made by the Borrower under this Agreement or the Note shall be made to the Bank without setoff or counterclaim and in freely transferable United States Dollars no later than 10:00 a.m. （ time） at Crocker Los Angeles for the account of the Lending Office. Whenever any funds are due t be paid on a day which is not a Business Day，the date for the making thereof shall be extended to the next succeeding Business Day. Interest or any other amounts due hereunder shall be computed on the basis of the number of days elapsed until and including such succeeding Business Day.
4．2 以美元付款的义务Section 4.2 Obligation to Make Payments in Dollars.
The obligation of the Borrower to repay the principal of and interest on the Loan and the Note， together with interest thereon， pursuant to the terms of this Agreement and of the Note， and the obligation of the Borrower to pay all other amounts under this Agreement， shall be dischargeable only by payment in Dollars， regardless of any law ， rule， regulation or statute， whether now or hereafter in existence or in effect in any jurisdiction which affects or purports to affect such obligation. The obligation of the Borrower to make payment in Dollars of the principal of and interest on Loan and the Note shall not be discharged or satisfied by any tender， or any recovery pursuant to any judgment， which is expressed in or converted by the Bank to any currency other than the full amount of Dollars expressed to be payable in respect of the principal of and interest on the Loan and the Note and all other amounts due hereunder. The obligation of the Borrower to make payments in Dollars as aforesaid shall be enforceable as an alternative or additional cause of action for the purpose of recovery in Dollars in the amount （if any） by which such actual receipt shall fall short of the full amount of Dollars expressed to be payable in respect to the principal of or interest on the Loan and the Note and all other amounts due hereunder， and shall not be affected by judgment being obtained for any other sums due under this Agreement or the Note.
4．3 借款人部分提前付款的权利 Section 4.3 Borrower's Right to Partial Prepayment.
在任一利息支付日，借款人有权在提前 天以书信或电传通知（不可撤销的通知）银行后，有权将本金和利息，部分地或全部的提前偿还。每一部分的预先偿还额应不少于 美元，且按倒序偿还。提前偿还部分不得再借用。
The Borrower shall have the right on not less than thirty （ ） Business days'written or telex notice （which notice shall be irrevocable） to the Bank specifying the amount and date of prepayment ， to prepay the Loan in full or in part， together with accrued interest thereon， on any Interest Payment Date. Each partial prepayment shall be in integral multiples of and shall be applied first to unpaid installments of principal of the Loan in the inverse order of maturity thereof. The amounts so prepaid may not be reborrowed hereunder.
4．4 补偿 Section 4.4 Reimbursement.
The Borrower will reimburse the Bank for all costs， expenses and losses （including loss of profit） incurred by the Bank （including ， without limitation， costs， expenses and losses incurred in connection with the acquisition or liquidation of deposits or other funds acquired by the Bank in order to make or maintain the Loan or in connection with the re-- employment of such deposits or other funds following the payment or prepayment of the Loan at rates lower than the rate of interest on the Loan as provided for by this Agreement except for loss of profit accruing after the Interest Payment Date next succeeding such payment or prepayment ） by reason of （a） the Loan not being made on the date hereof， or （b） the payment or prepayment of any principal of the Loan on a date other than an Interest payment Date. The Bank shall describe and certify any such costs， expenses and losses incurred by it to the Borrower， and such certification and notice shall be binding and conclusive in the absence of manifest error in computation or transmission.
4．5 税务 Section 4.5 Taxes.
（a）All payments on account of the Note and the principal of and interest on the Loan and all other amounts payable under this Agreement or the Note by the Borrower shall be made free and clear of and clear of and without reduction by reason of all present and future income， stamp and other taxes， duties， fees， levies，imposts， deductions， charges， compulsory loans， withholdings or other charges whatsoever imposed， assessed， levied or collected by 〔Name of Country〕 or any department， agency or other political subdivision or taxing authority thereof or therein or any organization of which it is a member， together with interest thereon and penalties with respect thereof， if any ， on or in respect of this Agreement， the Loan， the Note， the registration， notarization or other formalization of any thereof， the enforcement of any thereof，and any payment of principal， interest， charges， fees or other amounts made on， under or m respect of any thereof （herein collectively called "Taxes"）. If any Taxes are so levied or imposed， the Borrower shall pay to the Bank such additional amounts as may be necessary so as to assure the Bank that it will receive a net amount equal to the total amount of the payments provided for herein or in the Note which the Bank would have received if such amounts had not been subject to Taxes. All Taxes will be paid by the Borrower prior to the date on which penalties attract thereto， within 45 days after the date on which payment of any such Taxes is due pursuant to applicable law， the Borrower will furnish to the Bank the original of a receipt for the full payment of such Taxes or ， if such is not available， evidence of such payment satisfactory in form and substance to the Bank.
The Borrower will indemnify and hold harmless the Bank or holder of the Note against and will reimburse to any such party upon demand the amount of any Taxes actually paid by any such party.
4．6 增加费用 Section 4. 6 Increased Costs.
On and after the date of this Agreement in the event that any change in any applicable law， rule or regulation or in the interpretation or administration thereof by any govern mental authority charged with the interpretation or administration thereof or in any directive of any applicable fiscal or monetary authority （whether or not having the force of law） shall change the basis of taxation of payments to the Bank of the principal of or interest on the Loan or the Note or in respect of any other amounts due under this Agreement or shall impose， modify or deem applicable any reserve， special deposit or similar requirements against assets of， deposits with or for the account of， or credit extended by ， the Bank， or shall impose on the Bank or the London interbank market any other condition affecting this Agreement， the Loan， or the Note and the result of any of the foregoing is to increase to cost to the Bank of making or maintaining the Loan or to reduce the amount of any sum receivable by the Bank hereunder，then the Borrower shall pay to the Bank upon its demand such additional amount or amounts as will compensate the Bank for such additional cost or reduction. A certificate of the Bank setting forth the basis for the determination of such amount necessary to compensate the Bank as aforesaid shall be delivered to the Borrower and shall ，save for manifest error in computation or transmission ，be conclusive as to such determination and such amount.
4，7 法律变更 Section 4.7 Change of Law.
Notwithstanding any other provisions herein ， in the event that any change in any applicable law， rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof shall make it unlawful for the Bank to （1） honor its Commitment， or （ I ） make or maintain the Loan， the Bank shall notify the Borrower and shall furnish the Borrower， in writing， evidence certified by the Bank of such change. Upon such notice by the Bank to the Borrower of the change， the Commitment of the Bank shall terminate and the aggregate principal amount of the Loan and the Note then outstanding， together with interest accrued thereon and any other amounts payable to the Bank under this Agreement shall be repaid on the Interest Payment Date next succeeding the date of any such change or on such earlier date as is specified by the Bank.
第五条陈述与保证Article 5Representations and Warranties.
To induce the Bank to enter into this Agreement and to make and maintain the Loan， the Borrower makes the following representations and warranties to the Bank.
5．1 组建公司及资格 Section 5.1 Due Incorporation Qualification.
The Borrower is a 〔specify type of entity〕 duly organized， validly existing and in good standing under the laws of 〔Name of Country〕 and it has the corporate power to own its property and to carry on its business as now being conducted and is duly qualified to do business in each jurisdiction in which the character of the properties owned by it therein or the transaction of its business therein makes such qualification necessary.
5．2 能力和权力 Section 5.2 Capacity and Authorization.
The Borrower has full power and authority to enter into this Agreement， to make to borrowings， to execute and deliver the Note and to incur the obligations provided for herein and therein， all of which have been duly authorized by all proper and necessary corporate action.
5．3 同意与登记 Section 5.3 Consents and Registrations.
All authorizations， consents， approvals， registrations， declarations， exemptions and licenses with or from any person which are required in connection with the execution， delivery， performance， validity or enforceability of or payment under this Agreement and the Note （except central bank permissions to remit foreign exchange which are not available at this time） have been obtained and are in full force and effect.
5．4 合法性和强制性 Section 5.4 Legality and Enforceability.
This Agreement constitutes， and the Note when issued and delivered pursuant hereto will constitute， the legal， valid and binding obligations of the Borrower enforceable in accordance with their respective terms in any competent court in 〔Name of Country〕.
5．5 其他附属文件 Section 5.5 Compliance with Other Instruments.
The execution and delivery of this Agreement and compliance with its terms， and the issuance of the Note as contemplated therein will not result in a breach of any of the terms or conditions of ， or result in the imposition of any lien， charge or encumbrance upon any properties of the Borrower pursuant to， or constitute a default （with due notice or lapse of time or both） or result in an occurrence of an event for which and holder or holders of indebtedness may declare the same due and payable under， any indenture， agreement，order， judgment or instrument under which the Borrower is a party or by which the Borrower or its property may be bound or affected，or under the Memorandum or Articles of Association of the Borrower， and will not violate any provision of applicable law.
5．6 财务报表 Section 5.6 Financial Statements.
The balance sheet of the Borrower as at ， and the related earnings statement of the Borrower for the fiscal year then ended， copies of which have been furnished to the Bank， are complete and correct and fairly present the financial condition of the Borrower as at such date and the results of its operations for the period ended on such date and have been prepared in accordance with generally accepted accounting principles in 〔Name of Country〕 appled on a consistent basis. There are no material liabilities， direct or indirect， fixed or contingent， of the Borrower as of the date of such balance sheet which are not reflected therein or in the notes thereto. There has been not material adverse change in the business， properties， condition （financial or other） or operation of the Borrower since the date of said balance sheet.
5．7 重大不利条件 Section 5.7 Material Adverse Events.
Except as heretofore disclosed by the Borrower to the Bank in writing， since， neither the condition （financial or otherwise）， the business nor the properties of the Borrower have been materially and adversely affected in any way.
5．8诉讼及其他 Section 5.8 Litigation，Etc.
Except as heretofore disclosed by the Borrower to the Bank in writing， there are no actions， suits or proceedings （whether or not purportedly on behalf of the Borrower ） pending， or to the knowledge of the Borrower threatened， against or affecting the Borrower， at law or in equity，before or by and person， which ， if adversely determined， would have a material adverse effect on the business， properties or condition （financial or otherwise） of the Borrower. The Borrower is not in violation or default with respect to any applicable laws and/ or regulations which materially affect the operations and/or condition （financial or otherwise） of the Borrower nor is it in violation or default with respect to any order， writ， injunction， demand or decree of any court or any Person or in violation or default in any material respect under any indenture， agreement or other instrument under which the Borrower is a party or may be bound， default under which might have consequences which would materially and adversely affect the business， properties or condition （financial or otherwise） of the Borrower.
5．9 税务 Section 5.9 Taxes.
The Borrower is permitted to make all payments hereunder or under the Note as provided in the Agreement and the Note， all such payments to the Bank shall be free and clear of any Taxes and such payments when received by the Bank will not be subject to Taxes. The Borrower is permitted to pay all Taxes as provided in this Agreement.
5．10 文证税务 Section 5.10 Documentary Tax.
Neither this Agreement， the Note nor the Guaranty is subject to any stamp or documentary tax or other similar charge， including but not limited to any registration tax of〔Name of Country〕 or any political sub--division or taxing authority thereof or therein， except stamp duty under the 〔Name of Country〕 Revenue Code.
5．11 豁免 Section 5.11 Immunity.
The Borrower is subject to suit with respect to its obligations hereunder and the borrowings by the Borrower hereunder and the execution， delivery and performance of this Agreement and the Note by the Borrower constitute private and commercial acts rather than governmental and public acts. Neither the Borrower nor any of its assets enjoys any right of immunity on the grounds of sovereignty or otherwise from setoff，suit， judgment or execution in respect of its obligations under this Agreement.
5．12 权利 Section 5.12 Title.
The Borrower has good and marketable title to its properties and assets reflected in the balance sheet and related notes of the Borrower as at ， referred to in Section 5.6 and all properties and assets acquired by the Borrower thereafter and prior to the date hereof; and none of such properties or assets are subject to any lien （including any encumbrance or security interest）， except as disclosed in the most recent balance sheet referred to in Section 5.6 and the related notes.
5．13 税务 Section 5.13 Taxes.
The Borrower has filed or caused to be filed all tax returns which are required to be filed by it pursuant to the laws， regulations or orders of each governmental entity or taxing authority withtaxing power over the Borrower or its assets. The Borrower has paid， or made provision for the payment of， all taxes， assessments， fees and other governmental charges which have or may have become due pursuant to said returns， or otherwise， or pursuant to any assessment received by the Borrower， except such taxes， if any， as to which adequate funded reserves （determined in accordance with generally accepted accounting principles in C Name of Country 3） have been provided. The charges， accruals and reserves in respect of taxes on the books of the Borrower （determined in accordance with generally accepted accounting principles in （Name of Country3） are adequate. The Borrower knows of no proposed material tax assessment against it and no extension of time for the payment of any tax is in effect or has been requested except as disclosed in the financial statements furnished to the Bank.
5．14 不利合同及指令 Section 5.14 Adverse Contracts and Orders.
Except as heretofore disclosed in writing to the Bank， the BOrrower is not a party to or bound by， or subject to， any contract， instrument，charger， by--law or other corporate restriction or any order， decree or judgment of any Person （the "Restrictive Documents"） which materially and adversely affects its business， properties or condition （financial or otherwise） or is in default in the performance，observance， or fulfillment of any of the obligations or conditions contained in any of such Restrictive Documents.
5．15 同等履行 Section 5.15 Pari Passu.
The Borrower's obligations hereunder and under the Notes rank and will rank at least pari passu in priority of payment and in all other respects with all other indebtedness of the Borrower.
5．16 法律形式 Section 5.16 Legal Form.
This greement， the Note and the Guaranty are in proper legal form under the laws of 〔Name of Country〕 and would be entitled to enforcement in accordance with their respective terms if proceedings for the enforcement thereof were brought against the Borrower in the courts of 〔Name of Country〕 .
5．17 担保人 Section 5.17 The Guarantor.
The Guarantor is duly organized and in good standing under the laws of C Name of Country] and has full power， authority and legal right to incur indebtedness under the Guaranty， to execute and deliver the Guaranty， and to perform and observe the terms and provisions of the Guaranty， and the Guaranty when duly executed and delivered will constitute the legal， valid and binding obligation of the Guarantor enforceable in accordance with its terms in anycompetent court in （〔Name of Country〕） .
第六条贷款条件Article 6Conditions of Lending
Section 6.1 The obligation of the Bank to make the Loan hereunder is subject to performance by the Borrower of all its obligations under this Agreement and to the fulfillment of the following conditions precedent in a manner satisfactory to the Bank on or before the date hereof:
The Bank shall have received the duly executed Note in the principal amount of the Loan."
The Bank shall have received the duly executed Guaranty， and such Guaranty shall be in form and substance satisfactory to the Bank.
1） The borrower shall have complied and shall then be in compliance with all the terms， covenants and conditions of this Agreement which are binding upon it， （2） both immediately prior to and at the completion of the borrowing there shall exist no Event of Default and no event which， with the giving of notice or the lapse of time， or both， would constitute an Event of Default， and （3） the representations and warranties contained in Article V shall be true with the same effect as though such representations and warranties had been made at the time of such borrowing.
The Borrower and the Guarantor shall have received all necessary governmental approvals required to be obtained in connection with this Agreement， the Note and the Guaranty，including all necessary approvals， if any， for the borrowing hereunder， for the use of the proceeds thereof and for the schedule of repayment in Dollars of principal of ， and interest on ， the Note in accordance with the terms hereof and of the Guaranty and all other payments contemplated hereunder or thereunder or otherwise payable in connection with the transactions contemplated hereby，and such approvals shall be in full force and effect.
The Bank shall have received a certified copy of a letter from the 〔Central Bank〕 approving in principal the borrowing hereunder and the remittance of Dollars by the Borrower pursuant to this Agreement and the Note.
The Bank shall have received certified copies of all corporate action taken by the Borrower and the Guarantor to authorize this Agreement， the Note， the Guaranty and the borrowing hereunder ， as the case may be， and copies of all governmental approvals referred to in the preceding paragraph （d） ， and such other documents as the Bank shall reasonably require. Such corporate action shall be satisfactory in form and substance to the Bank and its counsel.
The Bank shall have received opinions of.（1） Counsel to the Borrower， which counsel shall be satisfactory to the Bank， substantially in the form of Exhibit Chereto and with respect to such other matters as the Bank may reasonably require;（2） Special 〔Name of Country〕 counsel to the Bank， with respect to such matters as the Bank may require， including， without limitation， the enforceability in accordance with their respective terms of this Agreement， the Note and the Guaranty; and（3） Such other opinions of counsel as the Bank may require.
The Bank shall have received evidence of the authority of each person. （i） who has signed this Agreement on behalf of the Borrower， （II） who has signed the Guaranty on behalf of theGuarantor，（III） who will execute the Note on behalf of the Borrower， （ lV ） who will sign the statements， reports， certificates and other documents required or permitted by this Agreement and who will otherwise act as the representative of the Borrower in connection with the operation of this Agreement.
The Bank shall have received the authenticated specimen signature of each person named pursuant to the preceding paragraph （h）.
The Bank shall have received any and all further information and documents， including records of corporate proceedings， which the Bank may reasonably request in connection with the transaction contemplated by this Agreement， such documents， where appropriate， to be certified by proper corporate authorities.
第七条约定事项 Article 7Covenants
So long as the Borrower may borrow hereunder and until payment in full of the Note and performance of all other obligation of the Borrower hereunder， and except to the extent that the Bank may otherwise agree i writing:
7．1 财务报表Section 7.1 Financial Statements.
The Borrower will furnish to the Bank as soon as available but in no event more than sixty （60） days after the close of each semester of each of the Borrower's fiscal years ， an unaudited balance sheet of the Borrower as of the end of such period and a profit and loss statement of the Borrower for such periods， completely and correctly setting forth and fairly presenting the financial condition of the Borrower;
7．2 报告 Section 7.2 Reports.
（a）The Borrower will provide to the Bank as soon as possible and in any event within five days after the occurrence of each Event of Default， or each event which with the giving of notice or lapse of time， or both， would constitute an Event of Default， which is continuing on the date of such statement， a statement of the Managing Director of the Borrower setting forth details of such Event of Default or event and the action which the Borrower proposes to take with respect thereto; and
（b）The Borrower shall provide the Bank with such additional information， reports or statements as the Bank may from time to time reasonably request and will permit the Bank or its representatives， at any reasonable time or times， to inspect the properties of the Borrower and to inspect， audit and examine the books or records of the Borrower and to take extracts therefrom.
7．3 平等待遇 Section 7.3 Pari Passu Treatment.
The Borrower's obligations hereunder and under the Notes rank and will rank at least pari passu in priority of payment and in all other respects with all indebtedness of the Borrower， and the Borrower will not secure or allow to be secured any other indebtedness now or hereafter existing by any mortgage， lien， pledge or other charge upon its present or any future assets or revenues （except trust receipts made in the normal course of business）unless the benefit of such security is at the same time extended equally and ratably to the Borrower's obligations hereunder and under the Note. The Borrower will insure that all applicable laws in the appropriate jurisdictions are complied with so that the Borrower's obligations hereunder and under the Note shall rank at least equally with such other Indebtedness.
7．4 保持同意和登记 Section 7.4 Maintenance of Consents and Registrations.
The Borrower will do and cause to be done all things necessary to ， and it will comply with all laws applicable to it and it will obtain all consents， licenses， approvals or authorizations of or registrations with any governmental authority， bureau agency which may at any time be required or desirable in the opinion of the Bank with respect to this Agreement， any amendment of supplement hereto， and the Note and shall take all necessary and appropriate action to ensure the continuance in force of all consents， licenses， approvals， authorizations or registrations so obtained， he Borrower shall deliver to the Bank a certified copy of the 〔Central Bank〕 loan registration letter （and a Board of Investment Section 37 approval letter） within ninety days from the date hereof.
7．5 保险 Section 7.5 Insurance.
The Borrower will at all times at its own expense insure and keep insured， with such insurance as the Bank may from time to time reasonably approve， all buildings and constructions of an insurable nature being or forming part of its property， and shall maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the samegeneral areas in which the Borrower operates.
7．6 存继、商业行为 Section 7.6 Maintenance of Existence; Conduct of Business.
The Borrower will preserve and maintain its corporate existence， its business as presently conducted， and all of its rights， privileges and franchises necessary or desirable in the normal conduct of said business， keep its properties useful or necessary in its business in good working order and condition， and will comply with all applicable laws and regulations of any person and the terms of any indenture， contract or other instrument to which it may be a party or under which it or its properties may be bound， if noncompliance will have a material adverse effect upon its financial condition.
第八条违约事件 Article 8Events of Default
Section 8.1 If any one or more of the following "Events of Default" shall have occurred and be continuing （whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment ， decree or order of any court or any order， rule，regulation or decree of any administrative or governmental body）:
（a）Failure by the Borrower to pay ， in accordance with the terms or this Agreement or the Note， the principal of or interest accrued on the Loan or the Note， or any other amounts payable hereunder， when the same becomes due and payable in accordance with the terms hereof （whether at maturity，by notice of internation to prepay or otherwise）: or
（b）Failure by the Borrower to perform or observe any other term， covenant or agreemeet contained herein or in the note; or
（c）Any representation or warranty made by the Borrower herein or any statement or representation made in any certificate，report or opinion delivered pursuant hereto shall prover to have been incorrect or misleading in any material respect when made; or
（d）Any registration or governmental consent or approval granted or required in connection with this Agreement， the Note or the Guaranty expires or is terminated or revoked or is modified in any manner or fails to remain in full force and effect; or
（e）It becomes unlawful for the Borrower or the Guarantor to perform any of its obligations hereunder or under the Note or the Guaranty， as the case may be， or any other document contemplated hereby or referred to herein; or
（f）The Guarantor shall renounce or modify its obligations under the Guaranty; or
（g）The Borrower the Guarantor shall fail to pay at maturity，or within any applicable period of grace， any Indebtedness; or fail to observe or perform any term， covenant or agreement contained in any agreement by which it is bound evidencing or securing Indebtedness; if the effect of such failure is to accelerate， or to permit （assuming the giving of notice or lapse of time or both， if required） the bolder or holders thereof or of any obligations issued thereunder to accelerate， the maturity thereof or of any such obligations， whether or not such acceleration occur or such default shall be waived; or
（h）The Borrower or the Guarantor shall be adjudicated a bankrupt or insolvent， or admit in writing its inability to pay its debts as they mature， or make an assignment for the benefit of creditors; or the Borrower or the Guarantor shall apply for or consent to the appointment of a receiver， trustee， or similar officer for or for all or any substantial part of its property; or such
receiver， trustee or similar office shall be appointed without the application or consent of the Borrower or the Guarantor and such appointment shall continue undischarged for a period or fourteen （14） days; or the Borrower or the Guarantor shall institute （by petition， application， answer， consent or otherwise） any suspension of payments， bankruptcy， insolvency reorganization， arrangement，readjustment or debt， dissolution， liquidation or similar proceeding relating to it under the laws of any jurisdiction， or any such proceeding shall be instituted （by petition， application or otherwise） against the Borrower or the Guarantor and shall remain undismissed for a period of fourteen （14） days; or any judgment，writ， warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Borrower or the Guarantor and such judgment， writ， or similar process shall not be released， vacated or fully bonded within fourteen （14） days after its issue or levy; or
（i）A final judgment for money， in excess of or its equivalent on the date of final judgment or at any time thereafter shall be rendered against the Borrower and if， within fourteen （14） days after entry thereof， such judgment shall not have been discharged， satisfied or execution thereof stayed pending appeal， or if， within fourteen （14） days after the expiration of any such stay， such judgment shall not have been discharged or satisfied; or
（j）All or any substantial part of the property of the Borrower or the Guarantor shall be condemned， seized or otherwise appropriated， or custody or control of such property shall be assumed ， by any person or entity acting or purporting to act under authority of government （de jure or de facto）or the Borrower or the Guarantor shall have been prevented from exercising managerial control over all or said substantial part of its property by any such person or entity;
THEN， upon the happening of any of the foregoing Events of Default which shall be continuing， the obligation of the Bank to make the Loan hereunder shall immediately cease， and the Bank may declare the principal of and accrued interest in respect of the Loan and the Note to be immediately due and payable whereupon the principal and accrued interest and any and all other amounts payable hereunder shall become immediately due and payable without presentment，demand，protest or other notice of any kind，all of which are hereby expressly waived by the Borrower，provided that upon the happening of any event specified in Section 8.1（h）hereof ，the Loan and Note shall be immediately due and payable without any declaration or other notice to the Borrower.
第九条 管辖权 Section9 Jurisdiction.
The Borrower hereby agrees that any legal action or proceeding with respect to this Agreement，the Note of the other documents contemplated hereby or referred to herein and any action or proceeding to execute or otherwise enforce any judgment obtained against if for breach thereof，may be instituted in the courts of the State of California or in the United States District Court for the Northern District of California or in any cort in 〔Name of Country〕or elsewhere，as the Bank may elect，and by execution and delivery of the Agreement the Borrower irrevocably and unconditionally submits to each such jurisdiction.
9．2 传票 Section9.2 Service of Process.
借款方不可撤销地无条件地委托、指派和授权 公司作为它的代理行为其收受在提起的有关本合同和票据的任何诉讼的传票。借款方同意代理行没有就送达通知借款方时将削弱和影响基于上述事项就任何诉讼而作出的送达和裁决的有效性。借款人进而不可撤销地同意传票从上述提起诉讼的法院用挂号邮件，通过航空邮寄，邮资已付，按照10．5条中指定的借款方地址送达给借款方，然而，前述事项不能限制银行用法律许可的任何方式传唤。借款人声明和保证，只要银行遵守本协议和票据，它将为了便于在银行在提起任何法律诉讼时送达传票和办理其他法律手续在 保持一个正式的使银行满意的指定代理行，并且保证答复银行用书面形式提出的关于代理行的身份和住所地的咨询。
The Borrower hereby irrevocalby and unconditionally designates，appoints and empowers CT Corporation System，presently located at .，as its agent to receive for and on ist behalf service of process in in any action or proceeding with respect to this Agreement or the Note.Tthe Borrower agrees that the faliure of any such agent to give notice to the Borrower of any such service shall not impair or affect the validity of such service or of any judgment rendered in any action or proceeding based thereon.The Borrower further irrevocably consents to service of process upon it out of said courts in any such action or proceeding by mailing copies thereof by United Stated registered air mail， postage prepaid， to the Borrower at the address specified in Section 10.5 hereof. The foregoing，however， shall not limit the right of the Bank to serve process in any other manner permitted by law. The Borrower represents and warrants that so long as it shall be obligated to the Bank under this Agreement or the Note， it shall maintain a duly appointed agent satisfactory to the Bank for the service of summonses and other legal process in for the purposes of any legal suit， action or proceeding brought by the Bank and shall keep the Bank advised in writing of the identity and location of such agent.
9．3 裁判地点 Section 9.3 Venue.
借款人在法律允许的最大限度内，不可撤销地放弃对现在或以后在 法院或 提起的以任何方式起因于或与本协议或任何票据有关的诉讼或审理程序指定的审判地点提出异议，对在上述法院提起的诉讼，不可撤销地放弃从出庭不便为理由而提出的请求。
The Borrower hereby irrevocably waives， to the fullest extent permitted by law， any objection which it may now or hereafter have to the laying of venue of any suit， action or proceeding arising out of or relation to this Agreement or the Note brought in the courts of the State of or and hereby further irrevocably waives any claim that any such suit， action or proceeding brought in any such court has been brought in an inconvenient forum.
第十条其他 Article 10Miscellaneous
10．1 协议的完整性 Section 10.1 Entire Agreement.
This Agreement with Exhibits embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relation to the subject matter hereof.
10．2 费用 Section 10.2 Expenses.
The Borrower shall， whether or not the Loan is made， reimburse the Bank， on demand， for all reasonable expenses incurred by the Bank （including， without limitation， the fees and expenses of any special United States or other counsel to the Bank and， in the case of matters referred to in clause （b） below， other counsel to the Bank， independent accountants and other experts and communication， travel and all other out-- of-- pocket expenses） incurred in connection with
（a）the negotiation， preparation， execution， delivery and administration of this Agreement， the Note and the other documents contemplated hereby or referred to herein ， and any amendments or other modifications of ， or waives or consents under， any thereof;
（b）协议和票据的执行；（b）the enforcement of this Agreement and the Note， and
（c）if an Event of Default shall have occurred and be continuing （whether or not notice of such Event of Default is given by the Bank or any other action is taken in respect thereof）， in the administration of this Agreement.
10．3 不可放弃 Section 10. 3 No Waiver.
No failure or delay on the part of the Bank in exercising any power or right hereunder shall operate as a waiver thereof， nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder. No waiver of any provision of this Agreement or the Note and no consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be in writing and signed by the Bank， and the such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Borrower in any case shall， of itself， entitle the Borrower to any other or further notice or demand in similar or other circumstances. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.
10.4 继续有效 Section 10.4 Survival.
The representations and warranties of the Borrower set forth herein shall survive the making of the Loan and the qbligations of the Borrower under Sections 2.7， 4. 2， 4.4， 4. 5， 4.6 and 10.2 hereof shall survive the repayment of the Loan and the cancellation of the Note.
10.5 通知Section 10. 5 Notices.
Any communication， demand or notice to be given hereunder or with respect ot the Note shall be duly given when delivered in writing or sent by telex or authenticated cable as follows: +If to the
or， as to each party， at such other address as such party may designate by notice in writing to the other party. All notices by mail from one country to another shall be sent as first class， postage prepaid， airmail. Except as otherwise provided herein， all notices or demands sent by registered airmail shall be deemed received days after they have been sent and notices or demands sent by telex shall be deemed received at the time of the dispatch thereof.
10．6 准据法 Section 10. 6 Governing Law.
This Agreement， the Note and the right and the obligations of the parties hereunder and thereunder shall be governed by and construed in accordance with the laws of the State of California.
10．7 条款的可分割性Section 10.7 Separability of Provisions.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall， as to such jurisdiction， not be effective to the extent of such prohibition or unenforceability without invalidation the remaining provisions hereof or affection the validity， or enforceability of such provisions in any other jurisdiction.
10．8 继承者和受让人Section 10.8 Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the Borrower and the Bank and their respective successors and assigns， except that the Borrower may not assign any of its rights and obligations hereunder. The Bank shall have the right at any time without the consent or notice to the Borrower to sell， assign， transfer， negotiate of grant participations in or otherwise dispose of all or part of the Loan outstanding under this Agreement or the Note. The Borrower shall at the request of the Bank execute and deliver to the Bank， or to such other party or parties as the Bank may designated， any and all further instruments as may be necessary or desirable to give full force and effect to such disposition. The Borrower hereby acknowledges and agrees that any such disposition will give rise to a direct obligation of the Borrower to the participant. The Borrower hereby authorizes the Bank and each participant in case of default by the Borrower hereunder to proceed directly by right of set--off ， banker's lien or otherwise against and assets of the Borrower which may at the time of such default be in the hands of the Bank or such participant to the full extent of its interest in the Agreement， the Loan and the Note.
10．9 语言 Section 10. 9 Language.
All notices， demands， requests， statements or other communications to be made or given by the Borrower hereunder shall be in the English language. Any documents other than financial statements required to be delivered pursuant to this Agreement which are not in the English language must be accompanied by a certified English translation thereof and in the event of any conflict between the original of the document and the English language translation thereof， the English language translation shall for all purposes be deemed to be the correct and controlling version.
10．10 标题等 Section 10. 10 Headings， Etc.
The headings of the various sections and subsections hereof are for convenience of reference only， do not constitute a part hereof and shall not affect the nearing or construction of any provision hereof.
10．11 会计术语Section 10. 11 Accounting Terms.
All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements referred to in Section 5.6 hereof， and all financial data submitted pursuant to this Agreement shall be prepared in accordance with such principles.
10．12 修改Section 10. 12 Amendment.
No provision of this Agreement or the Note may be amended， modified， supplemented， discharged or terminated， unless the Bank consents thereto in writing.
10．13 副本Section 10.13 Counterparts.
This Agreements may be executed in any number of counterparts and by the different parties hereto on separate counterparts， each of which when so executed and delivered shall be an original， but all the counterparts shall together constitute one and the same instrument.
IN WITNESS WHEREOF， the parties hereto have caused this Agreement to be duly executed as of the date first above written.
ABC COMPANY CREDIT BANK， N.A.